- Amended Annual and Transition Report (foreign private issuer) (20-F/A)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

 

AMENDMENT NO. 1

 

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011

 

OR

 

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

OR

 

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report _________

 

For the transition period from __________ to __________

 

Commission File No. 000-1021604

 

ON TRACK INNOVATIONS LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

ISRAEL

(Jurisdiction of incorporation or organization)

 

Z.H.R Industrial Zone, Rosh-Pina 12000, Israel

(Address of principal executive offices)

 

Tanir Horn, Chief Financial Officer

Z.H.R. Industrial Zone

P.O. Box 32, Rosh Pina, Israel 12000

Tel: [phone]

Fax: [phone]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

 

 

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class Ordinary Shares, par value NIS 0.10 per share

Name of each exchange on which registered NASDAQ Global Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:  31,135,062 Ordinary Shares, par value NIS 0.10 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

o Yes    x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  

 

o Yes    x No

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x    Yes    o   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

x   Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer x

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP x

International Financial Reporting Standards                               as issued by the International Accounting Board o

Other o

  

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

 

o Item 17   o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

 

o Yes    x No

 

 

 

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EXPLANATORY NOTE

This Amendment No. 1 to the registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission on April 11, 2012, or the Annual Report, is being filed solely for the purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.

 

The Exhibit referred to below was not previously furnished.

 

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update, or restate the information in any other item of the Annual Report, or reflect any events that have occurred after the Annual Report was originally filed.

 

PART III

Item 19.  Exhibits

The exhibit listed on the Exhibit Index hereof is furnished herewith in response to this Item.

 

Exhibit

 

101

The following financial information from our Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on April 11, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Comprehensive Loss; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements (furnished herewith).

 

 

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SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

	ON TRACK INNOVATIONS LTD.
	By:	/s/  Oded Bashan
		Oded Bashan
		Chief Executive Officer
		and Chairman of the Board

 

	By:	/s/  Tanir Horn
		Tanir Horn
		Chief Financial Officer

 

Date:  April 30, 2012

 

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